{"id":39915,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-separation-allowance-plan-ford-motor-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-separation-allowance-plan-ford-motor-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-separation-allowance-plan-ford-motor-co.html","title":{"rendered":"Executive Separation Allowance Plan &#8211; Ford Motor Co."},"content":{"rendered":"<pre>\nFORD MOTOR COMPANY\n\nExecutive Separation Allowance Plan\n\n(As amended through December 18, 2000 for Separations on or after \nJanuary 1, 1981)\n\nSection 1. Introductory.  This Plan has been established for the purpose of\nproviding  Leadership  Level One or Two Employees  with an Executive \nSeparation Allowance  in the event of their  separation  from  \nemployment  with the Company under certain circumstances.  The Plan \nis an expression of the Company's present policy with respect to \nseparation  allowances  for  Leadership  Level One or Two Employees \nwho meet the  eligibility  requirements  set forth below;  it is not a\npart of any  contract of  employment  and no employee or other person \nshall have any legal or other  right to any  Executive  Separation  \nAllowance.  The Company reserves the right to terminate,  amend or \nmodify the Plan, in whole or in part, at any time without notice.\n\nSection 2.  Eligibility.  Each Leadership  Level One or Two Employee \nwho is being separated from employment with the approval of the \nCompany and who\n\n(1)  has at least five years'  service at the  Leadership  Level One or Two\nlevel, or its equivalent;\n\n(2)  has at least ten years of  contributory  membership  under the General\nRetirement Plan;\n\n(3)  is at least 55 years of age; and\n\n(4)  has applied for early retirement at the employee's option\n\nshall be  eligible  to receive an  Executive  Separation  Allowance as \nprovided herein.  The Eligible Surviving Spouse of a Leadership Level \nOne or Two Employee who (i) has not  separated  from  employment  \nwith the  Company,  (ii) meets the eligibility  conditions set forth \nin subsections (1) through (3) of this Section 2, and (iii) dies on or \nafter  January 1, 1981 shall be  eligible to receive the Executive  \nSeparation Allowance that the Eligible Surviving Spouse of a deceased\nemployee would have been eligible to receive if such employee had \nseparated from employment  with the  approval  of the  Company  and  \nretired on the date of the employee's death.\n\nThe eligibility  conditions set forth in subsections (1) and (2) of \nSection 2 may be waived by the Chairman of the Board or the President \nexcept in the case of a Leadership  Level One or Two Employee who has \nnot separated from employment with the Company.\n\n\n\n                                       2\n\n\n     Section 3. Calculation of Amount.\n\n     A. Base Monthly Salary. For purposes of the Plan, the \"Base Monthly Salary\"\nof a  Leadership  Level One or Two  Employee  shall be the highest  monthly base\nsalary  rate of such  employee  during  the  employee's  12  months  of  service\nimmediately  preceding  separation from  employment  with the Company,  prior to\ngiving effect to any salary reduction  agreement pursuant to an employee benefit\nplan,  as defined in Section  3(3) of the  Employee  Retirement  Security Act of\n1974, as amended,  (i) to which Section 125 or Section 402(e)(3) of the Internal\nRevenue  Code of 1986,  as  amended,  applies  or (ii)  which  provides  for the\nelective   deferral  of   compensation.   It  shall  not  include   supplemental\ncompensation or any other kind of extra or additional compensation.\n\n     B. Amount of Executive Separation  Allowance.  Subject to any limitation in\nother  provisions  of the  Plan,  the  gross  monthly  amount  of the  Executive\nSeparation  Allowance of an Eligible  Leadership Level One or Two Employee under\nSection 2 above shall be such  employee's  Base Monthly  Salary  multiplied by a\npercentage,  not to exceed 60%, equal to the sum of (i) 15%, (ii) five tenths of\none percent (.5%) for each month (or fraction  thereof) that such employee's age\nat separation  exceeds 55, not to exceed  thirty  percent  (30%),  and (iii) one\npercent (1%) for each year of such employee's  service in excess of 15, prorated\nfor fractions of a year.\n\n     The gross  amount for any month  shall be reduced by any  payments  paid or\npayable for such month to the Eligible Leadership Level One or Two Employee, the\nemployee's surviving spouse,  contingent  annuitant,  or other beneficiary under\nthe General Retirement Plan or any other private retirement plan, other than the\nSupplemental Executive Retirement Plan, to which the Company or its subsidiaries\nshall have contributed.\n\n     Section 4. Payments.  Executive Separation  Allowance payments,  in the net\namount  determined in accordance  with Section 3B above,  shall be made monthly.\nPayments to an Eligible  Leadership Level One or Two Employee shall cease at the\nend of the month in which such employee attains age 65 or dies, whichever occurs\nfirst. In the event of death of an Eligible Leadership Level One or Two Employee\nprior to such  employee  attaining  age 65, or in the event of death on or after\nJanuary  1,  1981 of a  Leadership  Level  One or Two  Employee  whose  Eligible\nSurviving  Spouse meets the  eligibility  conditions  set forth in Section 2 for\npayments hereunder, payments shall be made to such employee's Eligible Surviving\nSpouse, if any, until the death of such spouse or, if earlier,  until the end of\nthe month in which the Leadership  Level One or Two Employee would have attained\nage 65.\n\n     Anything herein contained to the contrary notwithstanding, the right of any\nEligible  Leadership  Level One or Two  Employee  to receive an  installment  of\nExecutive  Separation  Allowance  hereunder  for any month shall accrue only if,\nduring the entire period from the date of such employee's  separation to the end\nof such  month,  such  employee  shall  have  earned  out  such  installment  by\nrefraining  from  engaging in any  activity  that is directly or  \n\n\n\n                                       3\n\nindirectly in  competition  with any activity of the Company or any Subsidiary\nor Affiliate thereof.\n\n     In the  event  of an  Eligible  Leadership  Level  One  or  Two  Employee's\nnonfulfillment  of  the  condition  set  forth  in  the  immediately   preceding\nparagraph,  no further  installment  shall be paid to such  employee;  provided,\nhowever,  that the  nonfulfillment  of such  condition  may at any time (whether\nbefore,  at  the  time  of  or  subsequent  to  termination  of  the  employee's\nemployment) be waived in the following manner:\n\n     (1) with  respect  to any such  employee  who at any time shall have been a\nmember  of  the  Board  of  Directors,  a Vice  President,  the  Treasurer,  the\nController  or the  Secretary of the Company,  such waiver may be granted by the\nCompensation  and  Option  Committee  upon  its  determination  that in its sole\njudgment  there  shall  have not been  and will not be any  substantial  adverse\neffect upon the Company or any Subsidiary or Affiliate  thereof by reason of the\nnonfulfillment of such condition; and\n\n     (2) with respect to any other such employee,  such waiver may be granted by\nthe Annual Incentive  Compensation  Committee (or any committee  appointed by it\nfor the purpose) upon its  determination  that in its sole judgment  there shall\nnot have been and will not be any such substantial adverse effect.\n\n     Anything  herein  contained  to  the  contrary  notwithstanding,  Executive\nSeparation Allowance payments shall not be paid to or with respect to any person\nas to whom it has been  determined  that such person at any time (whether before\nor subsequent to  termination of the  employee's  employment)  acted in a manner\ninimical to the best interests of the Company.  Any such determination  shall be\nmade by (i) the Compensation and Option Committee with respect to any Leadership\nLevel  One  Employee  who at any time  shall  have been a member of the Board of\nDirectors,  an Executive Vice President,  a Vice President,  the Treasurer,  the\nController  or the  Secretary  of the  Company,  and (ii) the  Annual  Incentive\nCompensation  Committee  with respect to any other  Leadership  Level One or Two\nEmployee,  and  shall  apply  to any  amounts  payable  after  the  date  of the\napplicable  Committee's  action hereunder,  regardless of whether the person has\ncommenced receiving Executive  Separation  Allowance.  Conduct which constitutes\nengaging in an activity that is directly or indirectly in  competition  with any\nactivity of the Company or any Subsidiary or Affiliate thereof shall be governed\nby the four immediately  preceding paragraphs of this Section 4 and shall not be\nsubject to any determination under this paragraph.\n\n     Any Executive Separation Allowance payments resumed after reemployment with\nthe Company  under  Section 6A or  employment  with a Subsidiary  of the Company\nunder  Section 6B shall be paid on the basis of the  percentage  of Base Monthly\nSalary applicable at the time of the initial determination under Section 3B.\n\n     Section 5. Deductions. The Company may deduct from any payment of Executive\nSeparation  Allowance  to an Eligible  Leadership  Level 1 or 2 Employee or such\nemployee's  \n\n\n\n                                       4\n\nEligible  Surviving  Spouse all  amounts  owing to it by such  employee  for any\nreason, and all taxes required by law or government regulation to be deducted or\nwithheld.\n\n     Section 6A. Person Reemployed by the Company.  In the event an employee who\nshall have been separated from employment  with the Company under  circumstances\nthat would  make the  employee  eligible  to  receive  an  Executive  Separation\nAllowance  shall be  reemployed  by the Company  before the employee  shall have\nreceived  payment  of the full  amount of the  employee's  Executive  Separation\nAllowance,   no  further   allowance   shall  be  paid  during  such  period  of\nreemployment.\n\n     Section 6B. Person  Employed by a Subsidiary.  In the event an employee who\nshall have been separated from employment  with the Company under  circumstances\nthat would  make the  employee  eligible  to  receive  an  Executive  Separation\nAllowance  shall be employed by a Subsidiary of the Company  before the employee\nshall have  received  payment  of the full  amount of the  employee's  Executive\nSeparation  Allowance,  no further allowance shall be paid during such period of\nemployment.\n\n     Section 7. Definitions. As used in the Plan, the following terms shall have\nthe following meanings, respectively:\n\n     \"Affiliate\"  shall  mean,  as applied  with  respect to any person or legal\n     entity  specified,  a person or legal entity that  directly or  indirectly,\n     through one or more  intermediaries,  controls or is  controlled  by, or is\n     under common control with, the person or legal entity specified.\n\n     \"Company\"  shall mean Ford Motor  Company and such of the  subsidiaries  of\n     Ford Motor Company as, with the consent of Ford Motor  Company,  shall have\n     adopted this Plan.\n\n     \"Eligible  Leadership  Level One or Two  Employee\"  shall mean a Leadership\n     Level One or Two Employee who meets the  eligibility  criteria set forth in\n     Section 2, or for periods prior to January 1, 2000, shall mean an Executive\n     Roll Employee who meets the eligibility criteria set forth in Section 2.\n\n     \"Eligible  Surviving Spouse\" shall mean a spouse to whom a Leadership Level\n     One or Two  Employee  has been married at least one year at the date of the\n     employee's death.\n\n     \"Leadership  Level  One or Two  Employee\"  shall  mean an  employee  of the\n     Company  (but  for  periods  prior to July 1,  1996,  excluding  a  Company\n     employee  who is an employee of Jaguar Cars, a division of the Company) who\n     is assigned to the Leadership Level One or Two, or its equivalent,  as such\n     term is defined in the  Employee  Relations  Administration  Manual as from\n     time to time constituted.\n\n\n\n                                       5\n\n     \"Service\"  shall mean an eligible  employee's  years of service  (including\n     fractions of years) used in determining eligibility for an early retirement\n     benefit under the Ford Motor Company General Retirement Plan.\n\n     \"Subsidiary\"  shall mean,  as applied  with  respect to any person or legal\n     entity  specified,  (i) a person or legal  entity a majority  of the voting\n     stock  of which is owned or  controlled,  directly  or  indirectly,  by the\n     person  or legal  entity  specified  or (ii)  any  other  type of  business\n     organization  in  which  the  person  or  legal  entity  specified  owns or\n     controls, directly or indirectly, a majority interest.\n\n     Section 8.  Administration  and  Interpretation.  Except as the  committees\nspecified  in  Section 4 and the  Chairman  of the Board and the  President  are\nauthorized to administer  the Plan in certain  respects,  the  Vice-President  -\nHuman  Resources shall have full power and authority on behalf of the Company to\nadminister  and  interpret  the Plan.  In the event of a change in a  designated\nofficer's  title,  the officer or officers with  functional  responsibility  for\nexecutive  separation  allowance  plans  shall have the power and  authority  to\nadminister   and  interpret  the  Plan.   All  decisions  with  respect  to  the\nadministration  and  interpretation  of the Plan  shall be  final  and  shall be\nbinding upon all persons.\n\n     Section 9.  Visteon  Corporation.  The  following  shall be  applicable  to\nemployees of Ford who were  transferred  to Visteon  Corporaton on April 1, 2000\n(\"U.S. Visteon Employees\") and who ceased active participation in the Plan as of\nJune 30, 2000 after Visteon Corporation was spun-off from Ford, June 28, 2000.\n\n     (a) Group I and Group II Employees.\n\n     For  purposes of this  paragraph,  a \"Group I  Employee\"  shall mean a U.S.\n     Visteon  Employee who as of July 1, 2000 was eligible for immediate  normal\n     or regular early retirement under the provisions of the GRP as in effect on\n     July 1, 2000. A \"Group II Employee\" shall mean a U.S.  Visteon Employee who\n     (i) was not a Group I Employee;  (ii) had as of July 1, 2000 a  combination\n     of age and  continuous  service  that  equals or exceeds  sixty (60) points\n     (partial months disregarded); and (iii) could become eligible for normal or\n     regular early  retirement  under the  provisions of the GRP as in effect on\n     July 1, 2000 within the period  after July 1, 2000 equal to the  employee's\n     Ford sevice as of July 1, 2000. A Group I or Group II Employee shall retain\n     eligibility to receive an Executive  Separation Allowance and shall receive\n     such  benefits as are  applicable  under the terms of the Plan in effect on\n     the retirement date, based on meeting the minimum Leadership Level required\n     for eligibility for such benefits as of July 1, 2000, service as of July 1,\n     2000, and the Base Monthly Salary as of the retirement date.\n\n\n\n                                       6\n\n     (b) Group III Employees.\n\n     For purposes of this  paragraph,  a \"Group III Employee\"  shall mean a U.S.\n     Visteon  Employee who  participated  in the GRP prior to July 1, 2000 other\n     than a Group I or Group II Employee.  The Plan shall have no liability  for\n     any Executive  Separation Allowance payable to Group III Employees who were\n     otherwise  eligible hereunder with respect to service prior to July 1, 2000\n     on or after July 1, 2000.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7565],"corporate_contracts_industries":[9388],"corporate_contracts_types":[9539,9551],"class_list":["post-39915","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ford-motor-co","corporate_contracts_industries-autos__autos","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39915","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39915"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39915"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39915"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39915"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}